Conditions to Obligations of Investor. Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by such Investor:
Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor’s waiver, at or prior to the Initial Closing, of each of the following conditions:
(a) Other than the representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19, the representations and warranties of the Company and Company Parent contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Agreement Date and on and as of the MSA Effective Date. The representations and warranties of the Company and Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.19 shall be true and correct in all respects on and as of the Agreement Date and the Initial Closing Date.
(b) The Company and Company Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Company or Company Parent prior to or on the Initial Closing Date.
(c) No Action shall have been commenced against Investor, Company Parent or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.
(d) All approvals, consents and waivers that are listed on Section 3.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing.
(e) From the Agreement Date through the Initial Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect (in either case, other than any Material Adverse Effect or event, as the case may be, occurring between the Agreement Date and the Initial Closing that is caused by or authorized by the Investor (or its...
Conditions to Obligations of Investor. The obligations of Investor to consummate the purchase and sale of the Purchased Preferred Shares will be subject to the fulfillment (or written waiver by Investor), at or prior to the Closing Date, of each of the following conditions:
Conditions to Obligations of Investor. (a) The representations and warranties of Sellers contained in this Agreement shall be true and correct in all material respects as of the Closing Date, and Sellers shall have complied in all material respects with all of its covenants and agreements contained in this Agreement to be performed and complied with by it on or before the Closing Date. On the Closing Date, each of the Sellers shall have delivered a certificate, dated as of the Closing Date, certifying that the conditions set forth in this Section 4.1(a) have been satisfied, in its sole and absolute discretion.
(b) The Investor shall have received at or prior to the Closing Date stock certificates representing the Company Shares, duly endorsed in blank or with stock powers effecting such transfer.
(c) Investor shall have completed its due diligence review of the Company and the results of such review shall be satisfactory to Investor, in its sole and absolute discretion.
(d) The Investor and the Company shall have entered into a Management Services Agreement, with effect from the Closing Date, on terms reasonably acceptable to the Investor.
Conditions to Obligations of Investor. The obligations of ------------------------------------- Investor to effect the Closing are also subject to the satisfaction or waiver at or prior to the Closing of the following conditions:
Conditions to Obligations of Investor. All obligations of Investor under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Initial Closing, of each of the following conditions precedent (all of which may be waived by Investor);
(a) neither Seller nor Investor's being precluded by an order or preliminary or permanent injunction of a court of competent jurisdiction from consummating the purchase or sale of the Shares, pursuant to this Agreement (each party agreeing to use its reasonable best efforts to have any such injunction lifted);
(b) there not having been any statute, rule or regulation enacted or promulgated by any governmental body or agency after the date hereof which is applicable to the purchase and sale of the Shares, pursuant to this Agreement which would render the consummation of any such purchase and sale illegal; and
Conditions to Obligations of Investor. The obligations of Investor to consummate the Exchange shall be subject to the fulfillment or written waiver by Investor, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of the Company set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time, except that those that speak as of the date of this Agreement shall be updated;
(b) The Company shall [have closed, or] be in a position to close simultaneously with the Exchange with investors, the private placement offering of no less than $8,000,000 of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”);
(c) The Company shall have entered into separate exchange agreements to exchange shares of its Common Stock or Series A Preferred Stock for shares of GT Common Stock or Preferred Stock of GT Gain SA with each of the other current stockholders of GT Gain SA, such that after all of the exchange agreements are executed and certificates evidencing securities of GT Gain SA are transferred to the Company, GT Gain SA shall be a wholly owned subsidiary of the Company
(d) The Company shall have delivered to the Investor a certificate of an officer of the Company to the effect that the conditions set forth in Section 5.2(a), (b) and (c) hereof have been satisfied Company shall [have closed, or] be in a position to close simultaneously with the Exchange with investors, the private placement offering of no less than $8,000,000 of the Company’s Series B Preferred.
Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor's waiver, at or prior to the Closing, of each of the following conditions:
(a) This Agreement and each of the other Transaction Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor.
(b) The Company shall have delivered, or caused to be delivered, to Investor each of the following, each in form and substance satisfactory to Investor:
(i) stock certificates or book entry documents evidencing the Shares;
(ii) an opinion of legal counsel to the Company, dated as of the Closing Date;
(iii) such other documents or instruments as Investor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Conditions to Obligations of Investor. The obligations of the Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of Investor. The obligations of Investor to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (if permitted by applicable Law and in any event in Investor’s sole and absolute discretion) at or prior to the Closing of each of the following conditions:
